Ciullo v. Orange and Rockland Utilities, Inc.

• Decision Date: 27 April 2000
• Citation: Ciullo v. Orange and Rockland Utilities, Inc., 271 A.D.2d 369, 706 N.Y.S.2d 428 (N.Y. App. Div. 2000)
• Court: New York Supreme Court — Appellate Division
• Parties: VIRGILIO CIULLO et al., Appellants,<BR>v.<BR>ORANGE AND ROCKLAND UTILITIES, INC., et al., Respondents.

271 A.D.2d 369

706 N.Y.S.2d 428

VIRGILIO CIULLO et al., Appellants,

v.ORANGE AND ROCKLAND UTILITIES, INC., et al., Respondents.

Decided April 27, 2000.

Concur — Sullivan, P. J., Tom, Wallach and Saxe, JJ.

Plaintiffs lack standing to challenge the dismissal of their complaint since they are no longer shareholders in defendant corporation, having tendered their shares for cash in the merger of defendant corporation into another corporation (see, Silverman v Schwartz,248 AD2d 332, citingRubinstein v Catacosinos,91 AD2d 445, 446-447, affd for reasons stated60 NY2d 890).In any event, all of plaintiffs' purported individual and class claims are merely disguised derivative claims (see, Abrams v Donati,66 NY2d 951), as to which plaintiffs fail to plead with particularity the reasons why a demand on defendant's board would be futile, and therefore may not be maintained (see, Marx v Akers,88 NY2d 189, 198).Plaintiffs' proposed new causes of action in their motion to supplement the complaint fail to state a cause of action,...